LA_OPT_47_v1 MAY 2013 License for Wireless Charging Software
IMPORTANT. Read the following NXP Software License Agreement (“Agreement”) completely. By selecting the “I Accept” button at the end of this page, you indicate that you accept the terms of this Agreement and the agreement becomes effective. You may then download the file.
This is a legal agreement between you (either as an individual or as an authorized representative of your employer) and NXP Semiconductors, Inc. (“NXP”). It concerns your rights to use this file and any accompanying written materials (the “Software”). In consideration for NXP allowing you to access the Software, you are agreeing to be bound by the terms of this Agreement. If you do not agree to all of the terms of this Agreement, do not download the Software. If you change your mind later, stop using the Software and delete all copies of the Software in your possession or control. Any copies of the Software that you have already distributed, where permitted, and do not destroy will continue to be governed by this Agreement. Your prior use will also continue to be governed by this Agreement.
1. LICENSE GRANT.
1.1. NXP grants to you, free of charge, the non-exclusive, non-transferable right
1.1.1. to use and reproduce the Software,
1.1.2. to distribute the Software, and
1.1.3. to sublicense, in object code only, to others the right to use the distributed Software in connection with an NXP processor.
1.2. You may exercise these license rights only in connection with the use of an NXP processor and only within the Field of Use. “Field of Use” as used in this Agreement means inductive coupling, wireless charging, or both.
1.3. The Software is provided to you only in object (machine-readable) form. You may exercise the rights above only with respect to the object form.
1.4. If you violate any of the terms or restrictions of this Agreement, NXP may immediately terminate this Agreement, and require that you stop using and delete all copies of the Software in your possession or control.
1.5. Any breach by your sublicensee constitutes a breach by you.
2. OTHER LICENSE LIMITATIONS. Subject to the license grant above, the following restrictions apply:
2.1. NXP reserves all rights not expressly granted herein.
2.2. You may not rent, lease, sublicense, lend or encumber the Software, unless otherwise expressly agreed to within this Agreement
2.3. You may not distribute, manufacture, have manufactured, sublicense or otherwise reproduce the Software for purposes other than intended in this Agreement.
2.4. You may not remove or alter any proprietary legends, notices, or trademarks contained in the Software,
2.5. The terms and conditions of this Agreement will apply to any Software updates, provided to you at NXP’s discretion, that replace and/or supplement the original Software, unless such update contains a separate license.
2.6. You may not translate, reverse engineer, decompile, or disassemble the Software provided to you solely in object code format (machine readable) except to the extent applicable law specifically prohibits such restriction. You will prohibit your sublicensees from translating, reverse engineering, decompiling, or disassembling the Software except to the extent applicable law specifically prohibits such restriction and you must prohibit your sublicensees from doing the same..
2.7. Any license granted above in Section 1 only extends to NXP’s intellectual property rights that necessarily would be infringed by the Software as provided to and used by you. You are is solely responsible for obtaining any necessary third party approvals and any licenses for any necessary Essential Patents for their use in connection with technology that you incorporate into your product (whether as part of the Software or not).
3. OPEN SOURCE.
3.1. Any open source software included as Software is not licensed under the terms of this Agreement, but is instead licensed under the terms of applicable open source license(s), such as the BSD License, Apache License or the Lesser GNU General Public License.
3.2. Your use of the open source software is subject to the terms of each applicable license. Further, you will not take or fail to take any action that could subject the Software to an Excluded License.
3.3. An Excluded License means any license that requires, as a condition of use, modification and/or distribution of software subject to the Excluded License, that such software or other software combined and/or distributed with such software be
3.3.1. disclosed or distributed in source code form;
3.3.2. licensed for the purpose of making Derivative Works; or
3.3.3. redistributable at no charge.
4. FEEDBACK. If you advise NXP of any results obtained including any problems or suggested improvements to the Software, NXP retains the right to use such results and related information in any manner it deems appropriate.
5. RECORD KEEPING. You will keep full, clear and accurate records with respect to your compliance with the limited license rights granted under this Agreement. All required records must be maintained for no less than 5 years after the creation of the records. NXP and its licensor’s will have the right, either itself or through an independent certified public accountant to examine and audit, at NXP’s expense, during normal business hours, all such records that may bear upon your compliance with the limited license rights granted above. If the audit reveals a material breach of the license grants, in addition to all other remedies available to NXP, you will pay for all of the costs of the audit.
6. TERM AND TERMINATION.
6.1. This Agreement remains in effect unless terminated under this Section 6.
6.1.1. NXP may terminate this Agreement if you are in default of any term in this Agreement. Termination will be effective if you fail to correct the default within 30 days after written notice thereof by NXP to you.
6.1.2. NXP may terminate this Agreement immediately upon written notice if you:
6.1.2.1. become bankrupt or insolvent, or file a petition therefore;
6.1.2.2. make an assignment for the benefit of creditors;
6.1.2.3. enter proceedings for winding up or dissolution;
6.1.2.4. are dissolved; or
6.1.2.5. are nationalized or become subject to the expropriation of all or substantially all of your business or assets.
6.1.3. Termination by You. You may terminate this Agreement immediately upon written notice to NXP at the address below.
6.2. Effect of Termination. Upon termination of this Agreement by either Party, all licenses granted under Section 1 will expire except that any licenses extended to end users pursuant to Sections 1.1, which have been granted prior to the termination will survive.
6.3. Post-Termination Obligations. Within 30 days after termination of this Agreement by either party, you will furnish to NXP at the address below, a statement certifying, with respect to the Software delivered to you that the original and all copies, in whole or in part, in any form, of the Software have been destroyed.
6.4. Survival. Notwithstanding the termination of this Agreement for any reason, the terms of Sections 7, 9, 10, 11 and 12 will survive.
7. COPYRIGHT. The Software is licensed to you, not sold. NXP owns the Software, and United States copyright laws and international treaty provisions protect the Software. Therefore, you must treat the Software like any other copyrighted material (e.g. a book or musical recording). You may not use or copy the Software for any other purpose than what is described in this Agreement. Except as expressly provided herein, NXP does not grant to you any express or implied rights under any NXP or third party patents, copyrights, trademarks, or trade secrets. Additionally, you must reproduce and apply any copyright or other proprietary rights notices included on or embedded in the Software to any copies or derivative works made thereof, in whole or in part, if any.
8. SUPPORT. NXP is not obligated to provide any support, upgrades or new releases of the Software. If you wish, you may contact NXP and report problems and provide suggestions regarding the Software. NXP has no obligation whatsoever to respond in any way to such a problem report or suggestion. NXP may make changes to the Software at any time, without any obligation to notify or provide updated versions of the Software to you.
9. NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NXP EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE, OR ANY SYSTEMS YOU DESIGN USING THE SOFTWARE (IF ANY). NOTHING IN THIS AGREEMENT MAY BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY NXP THAT THE SOFTWARE OR ANY DERIVATIVE WORK DEVELOPED WITH OR INCORPORATING THE SOFTWARE WILL BE FREE FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
10. INDEMNITY. Notwithstanding any limitation on damages in this Agreement, You agree to fully defend and indemnify NXP from all claims, liabilities, and costs (including reasonable attorney’s fees) related to
10.1. your use (including your sublicensee’s use, if permitted) of the Software or
10.2. your violation or a violation of your sublicensee of the terms and conditions of this Agreement.
11. LIMITATION OF LIABILITY. IN NO EVENT WILL NXP BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.
12. GENERAL PROVISIONS
12.1. Compliance with Laws: Export Restrictions.
12.1.1. You must use the Software in accordance with all applicable U.S. laws, regulations and statutes.
12.1.2. Commodities, technology and software (collectively referred to as “items”) shared pursuant to this Agreement are subject to the export control laws of the United States and other countries that may lawfully control the export of such items. The furnishing of support services with respect to items that are controlled as defense or military items may also be subject to such laws. Accordingly, you will not transfer such items or furnish such services except in compliance with the export laws of the United States and any other country that may lawfully control the export of such items or the provision of such services. You further agree to indemnify and hold NXP harmless from any claims, liabilities, penalties, forfeitures, and associated costs and expenses (including attorneys’ fees) that NXP may incur due to your non-compliance with applicable export laws, rules and regulations. Finally, you agree to immediately notify NXP of any violation of any export law, rule or regulation, which may affect NXP or relate to the activities covered under this Agreement.
12.2. Commercial Item. The Software has been developed at private expense and is a “Commercial Item” as defined in 48 C.F.R. §2.101, consisting of “Technical Data”, “Commercial Computer Software”, and/or “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §§ 12.211 and 12.212 (or 48 C.F.R. §§ 227.7102 and 227.7202, as applicable) and may only be licensed to or shared with U.S. Government end users with the rights as are set forth in this Sub Section. You agree that you will not share the Software with anyone not covered by this License grant, including Government customers, unless the Software to be shared has been clearly identified as a commercial item consisting of commercial computer software, commercial computer software documentation and/or commercial item technical data licensed by NXP Semiconductors, Inc. and consistent with 48 C.F.R. §§ 12.211 and 12.212 (or 48 C.F.R. §§ 227.7102 and 227.7202) any Government rights are limited to using the Software in object code form (i) as part of, or embedded within, Authorized Systems and (ii) for execution on Target Products. You further agree that any agreement pursuant to which you share this software will include a provision that reiterates the requirements of this section and requires all sub-agreements to similarly contain such requirements.
12.3. High Risk Activities. You acknowledge that the Software is not fault tolerant and is not designed, manufactured or intended by NXP and its licensors for incorporation into products intended for use or resale in on-line control equipment in hazardous, dangerous to life or potentially life-threatening environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapons systems, in which the failure of products could lead directly to death, personal injury or severe physical or environmental damage (“High Risk Activities”). You specifically represent and warrant that you will not use the Software or any derivative work of the Software for High Risk Activities and will indemnify defend NXP for any use of the Software for High Risk Activities.
12.4. Choice of Law; Venue; Limitations. You agree that the statutes and laws of the United States and the State of Texas, USA, without regard to conflicts of laws principles, will apply to all matters relating to this Agreement or the Software, and you agree that any litigation will be subject to the exclusive jurisdiction of the state or federal courts in Texas, USA. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or the Software must be filed within one (1) year after such claim or cause of action arose or be forever barred.
12.5. Product Labeling. You are not authorized to use any NXP trademarks, brand names, or logos.
12.6. Entire Agreement. This Agreement constitutes the entire agreement between you and NXP regarding the subject matter of this Agreement, and supersedes all prior communications, negotiations, understandings, agreements or representations, either written or oral, if any. This Agreement may only be amended in written form, executed by you and NXP.
12.7. Severability. If any provision of this Agreement is held for any reason to be invalid or unenforceable, then the remaining provisions of this Agreement will be unimpaired and, unless a modification or replacement of the invalid or unenforceable provision is further held to deprive you or NXP of a material benefit, in which case the Agreement will immediately terminate, the invalid or unenforceable provision will be replaced with a provision that is valid and enforceable and that comes closest to the intention underlying the invalid or unenforceable provision.
12.8. No Waiver. The waiver by NXP of any breach of any provision of this Agreement will not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.
12.9. Assignment. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Neither party may assign this Agreement, or any part of this Agreement, without the prior written approval of the other party except that NXP may assign this Agreement to a third party without the consent of, but with notice to, the other party with the sale of the Software.
12.10. Headings. Section headings are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
12.11. Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement will be construed to create any partnership, joint venture, or similar relationship. Neither party is authorized to bind the other to any obligations with third parties.
